Nature of the Grant Clause Example with 9 Variations from Business Contracts
This page contains Nature of the Grant clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Nature of the Grant. In accepting the Options, the Optionee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of the Options is voluntary and occasional and does not create any contractual or other right to receive future awards of options, or benefits in lieu of options even if options have been awarded repeat...edly in the past; (c) all decisions with respect to future grants of options, if any, will be at the sole discretion of the Company; (d) the Optionee's participation in the Plan is voluntary; (e) the Options do not constitute compensation of any kind for services rendered to the Company or to the Employer, and the Options are outside the scope of the Optionee's employment contract, if any; (f) the Options are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (g) in the event that the Optionee is not an Employee, the grant of the Options will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the Options will not be interpreted to form an employment contract with the Employer or any Affiliate; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Optionee receives Shares upon exercise of the Options, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the Options, no claim or entitlement to compensation or damages arises from termination of the Options or diminution in value of the Options or Shares received upon vesting of the Options resulting from termination of the Optionee's Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee irrevocably releases the Company and the 0 2007 Stock Incentive Plan Option Award Agreement for U.S. Optionees Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.View More
Variations of a "Nature of the Grant" Clause from Business Contracts
Nature of the Grant. In accepting the Options, the this Option grant, Optionee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and or this Agreement; Option Certificate; (b) the grant of the Options this Option is voluntary and occasional and does not create any contractual or other right to receive future awards of options, Option grants,... or benefits in lieu of options Option grants, even if options Option grants have been awarded granted repeatedly in the past; (c) all decisions with respect to future grants of options, Option grants, if any, will be at the sole discretion of the Company; (d) the Optionee's participation Optionee is voluntarily participating in the Plan is voluntary; Plan; (e) the Options do not constitute compensation of any kind for services rendered to the Company or to the Employer, and the Options are outside the scope of the Optionee's employment contract, if any; (f) the Options are Option grant is not part of normal or expected compensation or salary for any purpose, purposes, including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (g) in the event that the Optionee is not an Employee, the grant of the Options will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the Options will not be interpreted to form an employment contract with the Employer or any Affiliate; (h) (f) the future value of the underlying Shares shares of Stock is unknown and cannot be predicted with certainty; (i) certainty and if Optionee vests in the Optionee receives Shares upon exercise Option grant, exercises this Option in accordance with the terms of the Options, this Option Certificate and is issued shares of Stock, the value of such Shares those shares may increase or decrease in value; (j) decrease; (g) in consideration of the grant of the Options, this Option, no claim or entitlement to compensation or damages arises shall arise from termination of the Options this Option or diminution in value of the Options this Option or Shares received shares of Stock acquired upon vesting exercise of the Options this Option resulting from termination of the Optionee's Service to employment or service by the Company or the Employer (for any reason -9- whatsoever and whether or not in breach of local labor laws) and the Optionee irrevocably releases the Company and the 0 2007 Stock Incentive Plan Option Award Agreement for U.S. Optionees Employer its Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing acceptance of this Agreement, the Option Certificate, Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim. claim; (h) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee's participation in the Plan, or Optionee's purchase or sale of the underlying shares of Stock; and (i) Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan or this Option. View More
Nature of the Grant. In accepting the Options, the this Option grant, Optionee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company in its sole discretion at any time, unless otherwise provided in the Plan or these Terms and this Agreement; Conditions; (b) except as otherwise provided in the Employment Agreement, the grant of the Options this Option is voluntary and occasional and does not crea...te any contractual or other right to receive future awards of options, Option grants, or benefits in lieu of options Option grants, even if options Option grants have been awarded granted repeatedly in the past; (c) all decisions with respect to future grants of options, Option grants, if any, will be at the sole discretion of the Company; (d) the Optionee's participation Optionee is voluntarily participating in the Plan is voluntary; Plan; (e) the Options do not constitute compensation of any kind for services rendered to the Company or to the Employer, and the Options are outside the scope of the Optionee's employment contract, if any; (f) the Options are Option grant is not part of normal or expected compensation or salary for any purpose, purposes, including, but not limited to, calculation of calculating any overtime, –10– severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should shall be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (g) Company; (f) in the event that the Optionee is not an Employee, the grant employee of the Options Company, the Option will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the Options will not be interpreted to form an employment contract with the Employer or any Affiliate; (h) (g) the future value of the underlying Shares shares of Stock is unknown and cannot be predicted with certainty; (i) certainty and if Optionee vests in the Optionee receives Shares upon exercise Option grant, exercises this Option in accordance with the terms of the Options, these Terms and Conditions and is issued shares of Stock, the value of such Shares those shares may increase or decrease in value; (j) decrease; (h) Neither the Company, nor any Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the local currency of Optionee's country of residence and the U.S. dollar that may affect the value of the Option or of any amounts due to Optionee pursuant to the settlement of the Option or the subsequent sale of any shares of Stock acquired upon settlement of the Option; (i) in consideration of the grant of the Options, this Option, no claim or entitlement to compensation or damages arises shall arise from termination of the Options this Option or diminution in value of the Options this Option or Shares received shares of Stock acquired upon vesting exercise of the Options this Option resulting from termination of the Optionee's Service to employment or service by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee irrevocably releases the Company and the 0 2007 Stock Incentive Plan Option Award Agreement for U.S. Optionees Employer its Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the acceptance of these Terms and Conditions, Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim. claim; (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee's participation in the Plan, or Optionee's purchase or sale of the underlying shares of Stock; and (k) Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan or this Option. –11– 13. Non-Negotiable Terms. The provisions of these Terms and Conditions are not negotiable, but Optionee may refuse to accept this Option by notifying immediately in writing the Company's Senior Vice President and General Counsel or the Company's Senior Vice President, Human Resources. View More
Nature of the Grant. In accepting the Options, the this Option grant, Optionee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company in its sole discretion at any time, unless otherwise provided in the Plan or these Terms and this Agreement; Conditions; (b) the grant of the Options this Option is voluntary and occasional and does not create any contractual or other right to receive future awards... of options, Option grants, or benefits in lieu of options Option grants, even if options Option grants have been awarded granted repeatedly in the past; (c) all decisions with respect to future grants of options, Option grants, if any, will be at the sole discretion of the Company; (d) the Optionee's participation Optionee is voluntarily participating in the Plan is voluntary; Plan; (e) the Options do not constitute compensation of any kind for services rendered to the Company or to the Employer, and the Options are outside the scope of the Optionee's employment contract, if any; (f) the Options are Option grant is not part of normal or expected compensation or salary for any purpose, purposes, including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should shall be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (g) Company; (f) in the event that the Optionee is not an Employee, the grant employee of the Options Company, the Option will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the Options will not be interpreted to form an employment contract with the Employer or any Affiliate; (h) -9- (g) the future value of the underlying Shares shares of Stock is unknown and cannot be predicted with certainty; (i) certainty and if Optionee vests in the Optionee receives Shares upon exercise Option grant, exercises this Option in accordance with the terms of the Options, these Terms and Conditions and is issued shares of Stock, the value of such Shares those shares may increase or decrease in value; (j) decrease; (h) in consideration of the grant of the Options, this Option, no claim or entitlement to compensation or damages arises shall arise from termination of the Options this Option or diminution in value of the Options this Option or Shares received shares of Stock acquired upon vesting exercise of the Options this Option resulting from termination of the Optionee's Service to employment or service by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee irrevocably releases the Company and the 0 2007 Stock Incentive Plan Option Award Agreement for U.S. Optionees Employer its Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the acceptance of these Terms and Conditions, Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim. claim; (i) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee's participation in the Plan, or Optionee's purchase or sale of the underlying shares of Stock; and (j) Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan or this Option. View More
Nature of the Grant. In accepting the Options, option, the Optionee Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it provides for certain criteria in order to be eligible to receive an award, it is restricted in time, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; agreement; (b) the grant of the Options option is voluntary and occasional and does not c...reate any contractual or other right to receive future awards grants of options, or benefits in lieu of options options, even if options have been awarded granted repeatedly in the past; (c) all decisions with respect to future grants of options, option grants, if any, will be at the sole discretion of the Company; Management Board; (d) the Optionee's participation Participant is voluntarily participating in the Plan is voluntary; Plan; (e) the Options do options are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or to the Employer, Employer and the Options are which is outside the scope of the Optionee's Participant's employment contract, or consultancy agreement of his or her corporate mandate, if any; (f) the Options options are not part of normal or expected compensation or salary for any purpose, purposes, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension pension, retirement or retirement welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, way, to past services for the Company or the Employer; (g) in the event that the Optionee Participant is not an Employee, employee of uniQure N.V., the grant of options and the Options Participant's participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company; and furthermore, the grant of the Options will not be interpreted to form an employment contract with the Employer or any Affiliate; (h) the future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty; (i) if the Optionee receives Shares upon Participant's options never vest, the Participant will not be able to exercise of the Options, the value of such Shares may increase or decrease in value; (j) options; and (i) in consideration of the grant of the Options, options, no claim or entitlement to compensation or damages arises shall arise from termination of the Options options or diminution from any decrease in value of the Options options or Ordinary Shares received acquired upon vesting exercise of the Options options resulting from termination of the Optionee's Service to Participant's employment, consultancy or corporate mandate by or with the Company or the Employer (for any reason whatsoever and whether or not in breach of contract or local labor laws) and the Optionee Participant irrevocably releases the Company and the 0 2007 Stock Incentive Plan Option Award Agreement for U.S. Optionees Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim. arise. View More
Nature of the Grant. In accepting the Options, the this Option grant, Optionee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company in its sole discretion at any time, unless otherwise provided in the Plan or these Terms and this Agreement; Conditions; (b) the grant of the Options this Option is voluntary and occasional and does not create any contractual or other right to receive future awards... of options, Option grants, or benefits in lieu of options Option grants, even if options Option grants have been awarded granted repeatedly in the past; (c) all decisions with respect to future grants of options, Option grants, if any, will be at the sole discretion of the Company; (d) the Optionee's participation Optionee is voluntarily participating in the Plan is voluntary; Plan; (e) the Options do not constitute compensation of any kind for services rendered to the Company or to the Employer, and the Options are outside the scope of the Optionee's employment contract, if any; (f) the Options are Option grant is not part of normal or expected compensation or salary for any purpose, purposes, including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should shall be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (g) Company; (f) in the event that the Optionee is not an Employee, the grant employee of the Options Company, the Option will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the Options will not be interpreted to form an employment contract with the Employer or any Affiliate; (h) (g) the future value of the underlying Shares shares of Stock is unknown and cannot be predicted with certainty; (i) certainty and if Optionee vests in the Optionee receives Shares upon exercise Option grant, exercises this Option in accordance with the terms of the Options, these Terms and Conditions and is issued shares of Stock, the value of such Shares those shares may increase or decrease in value; (j) decrease; (h) Neither the Company, nor any Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the local currency of Optionee's country of residence and the U.S. dollar that may affect the value of the Option or of any amounts due to –9– Optionee pursuant to the settlement of the Option or the subsequent sale of any shares of Stock acquired upon settlement of the Option; (i) in consideration of the grant of the Options, this Option, no claim or entitlement to compensation or damages arises shall arise from termination of the Options this Option or diminution in value of the Options this Option or Shares received shares of Stock acquired upon vesting exercise of the Options this Option resulting from termination of the Optionee's Service to service as a director of the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee irrevocably releases the Company and the 0 2007 Stock Incentive Plan Option Award Agreement for U.S. Optionees Employer its Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the acceptance of these Terms and Conditions, Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim. claim; (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee's participation in the Plan, or Optionee's purchase or sale of the underlying shares of Stock; and (k) Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan or this Option. View More
Nature of the Grant. In accepting the Options, the this Option grant, Optionee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company in its sole discretion at any time, unless otherwise provided in the Plan or these Terms and this Agreement; Conditions; (b) the grant of the Options this Option is voluntary and occasional and does not create any contractual or other right to receive future awards... of options, Option grants, or benefits in lieu of options Option grants, even if options Option grants have been awarded granted repeatedly in the past; (c) all decisions with respect to future grants of options, Option grants, if any, will be at the sole discretion of the Company; (d) the Optionee's participation Optionee is voluntarily participating in the Plan is voluntary; Plan; (e) the Options do not constitute compensation of any kind for services rendered to the Company or to the Employer, and the Options are outside the scope of the Optionee's employment contract, if any; (f) the Options are Option grant is not part of normal or expected compensation or salary for any purpose, purposes, including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should shall be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (g) Company; (f) in the event that the Optionee is not an Employee, the grant employee of the Options Company, the Option will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the Options will not be interpreted to form an employment contract with the Employer or any Affiliate; (h) –10– (g) the future value of the underlying Shares shares of Stock is unknown and cannot be predicted with certainty; (i) certainty and if Optionee vests in the Optionee receives Shares upon exercise Option grant, exercises this Option in accordance with the terms of the Options, these Terms and Conditions and is issued shares of Stock, the value of such Shares those shares may increase or decrease in value; (j) decrease; (h) Neither the Company, nor any Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the local currency of Optionee's country of residence and the U.S. dollar that may affect the value of the Option or of any amounts due to Optionee pursuant to the settlement of the Option or the subsequent sale of any shares of Stock acquired upon settlement of the Option; (i) in consideration of the grant of the Options, this Option, no claim or entitlement to compensation or damages arises shall arise from termination of the Options this Option or diminution in value of the Options this Option or Shares received shares of Stock acquired upon vesting exercise of the Options this Option resulting from termination of the Optionee's Service to employment or service by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee irrevocably releases the Company and the 0 2007 Stock Incentive Plan Option Award Agreement for U.S. Optionees Employer its Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the acceptance of these Terms and Conditions, Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim. claim; (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee's participation in the Plan, or Optionee's purchase or sale of the underlying shares of Stock; and (k) Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan or this Option. View More
Nature of the Grant. In By entering into this Agreement and accepting the Options, the grant of an Option evidenced hereby, Optionee acknowledges that: (a) (i) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, time unless otherwise provided in the Plan and this Agreement; (b) (ii) the grant of the Options Option is voluntary and occasional and does not create any contractual or other right to receive ...future awards grants of options, or benefits in lieu of options options, even if options have been awarded repeatedly granted in the past; (c) (iii) all decisions with respect to future grants of options, grants, if any, will be at the sole discretion of the Company; (d) (iv) Optionee's participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Optionee's employment relationship at any time; (v) Optionee's participation in the Plan is voluntary; (e) (vi) the Options Option and the Shares subject to the Option, and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or to the Employer, and the Options which are outside the scope of the Optionee's employment contract, if any; (f) (vii) the Options Option and the Shares subject to the Option, and the income and value of same, are not part of normal or expected compensation or salary for any purpose, purpose including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits (including the 401(k) Savings and Investment Plan and the Deferred Compensation Plan) or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company Company, the Employer or any Parent, Subsidiary or Affiliate; (viii) the Employer; (g) Option and the Shares subject to the Option, and the income and value of same, are not intended to replace any pension rights or compensation; (ix) the vesting of any Option ceases upon termination of the employment relationship as described in Section 6(i)(iv) of the Plan except as may otherwise be explicitly provided in the event that Plan document; (x) the Optionee is not an Employee, the grant future value of the Options underlying Shares is unknown, indeterminable and cannot be predicted with certainty, and if Optionee exercises the Option and obtains Shares, the value of 5 those Shares may increase or decrease, even below the Exercise Price; (xi) if the underlying Shares do not increase in value, the Option will have no value; (xii) the Option grant and Optionee's participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company; Company or any Parent, Subsidiary or Affiliate; and furthermore, the Option grant of the Options will shall not be interpreted to form an employment contract with the Employer or any Affiliate; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Optionee receives Shares upon exercise of the Options, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the Options, Employer; (xiii) no claim or entitlement to compensation or damages arises shall arise from forfeiture of the Option resulting from the termination of the Options or diminution in value of the Options or Shares received upon vesting of the Options resulting from termination of the Optionee's Service to the Company or the Employer employment (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) employment laws in the jurisdiction where Optionee is employed or the terms of Optionee's employment agreement, if any); (xiv) in the event of termination of Optionee's employment as described in Section 3 of this Agreement (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of Optionee's employment agreement, if any), Optionee shall not have any right to receive any future options under the Plan; (xv) unless otherwise agreed with the Company, the Option and Shares subject to the Option, and the income and value of same, are not granted as consideration for, or in connection with, any service Optionee irrevocably releases may provide as a director of any Parent, Subsidiary or Affiliate; and (xvi) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the 0 2007 Stock Incentive Plan benefits evidenced by this Agreement do not create any entitlement to have the Option Award Agreement for U.S. Optionees Employer from or any such claim that may arise; if, notwithstanding benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim. 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Nature of the Grant. In By entering into this Agreement and accepting the Options, the grant of an Option evidenced hereby, Optionee acknowledges that: (a) (i) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, 5 amended, suspended or terminated by the Company at any time, time unless otherwise provided in the Plan and this Agreement; (b) (ii) the grant of the Options Option is voluntary and occasional and does not create any contractual or other right to receiv...e future awards grants of options, or benefits in lieu of options options, even if options have been awarded repeatedly granted in the past; (c) (iii) all decisions with respect to future grants of options, grants, if any, will be at the sole discretion of the Company; (d) (iv) Optionee's participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Optionee's employment relationship at any time; (v) Optionee's participation in the Plan is voluntary; (e) (vi) the Options Option and the Shares subject to the Option, and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or to the Employer, and the Options which are outside the scope of the Optionee's employment contract, if any; (f) (vii) the Options Option and the Shares subject to the Option, and the income and value of same, are not part of normal or expected compensation or salary for any purpose, purpose including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits (including the 401(k) Savings and Investment Plan and the Deferred Compensation Plan) or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company Company, the Employer or any Parent, Subsidiary or Affiliate; (viii) the Employer; (g) Option and the Shares subject to the Option, and the income and value of same, are not intended to replace any pension rights or compensation; (ix) the vesting of any Option ceases upon termination of the employment relationship as described in Section 6(i)(iv) of the Plan except as may otherwise be explicitly provided in the event that Plan document; (x) the Optionee is not an Employee, the grant future value of the Options underlying Shares is unknown, indeterminable and cannot be predicted with certainty, and if Optionee exercises the Option and obtains Shares, the value of those Shares may increase or decrease, even below the Exercise Price; (xi) if the underlying Shares do not increase in value, the Option will have no value; (xii) the Option grant and Optionee's participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company; Company or any Parent, Subsidiary or Affiliate; and furthermore, the Option grant of the Options will shall not be interpreted to form an employment contract with the Employer or any Affiliate; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Optionee receives Shares upon exercise of the Options, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the Options, Employer; (xiii) no claim or entitlement to compensation or damages arises shall arise from forfeiture of the Option resulting from the termination of the Options or diminution in value of the Options or Shares received upon vesting of the Options resulting from termination of the Optionee's Service to the Company or the Employer employment (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) employment laws in the jurisdiction where Optionee is employed or the terms of Optionee's employment agreement, if any); (xiv) in the event of termination of Optionee's employment as described in Section 3 of this Agreement (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of Optionee's employment agreement, if any), Optionee shall not have any right to receive any future options under the Plan; (xv) unless otherwise agreed with the Company, the Option and Shares subject to the Option, and the income and value of same, are not granted as consideration for, or in connection with, any service Optionee irrevocably releases may provide as a director of any Parent, Subsidiary or Affiliate; and (xvi) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the 0 2007 Stock Incentive Plan benefits evidenced by this Agreement do not create any entitlement to have the Option Award Agreement for U.S. Optionees Employer from or any such claim that may arise; if, notwithstanding benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim. 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Nature of the Grant. In accepting the Options, this Option grant, the Optionee acknowledges that: (a) the Plan is established voluntarily by the Company, Corporation, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Corporation in its sole discretion at any time, unless otherwise provided in the Plan and or this Agreement; (b) the grant of the Options Option is voluntary and occasional and does not create any contractual or other right to receive future awards of ...options, Option grants, or benefits in lieu of options Option grants, even if options Option grants have been awarded granted repeatedly in the past; (c) all decisions with respect to future grants of options, Option grants, if any, will be at the sole discretion of the Company; Corporation; (d) the Optionee's participation Optionee is voluntarily participating in the Plan is voluntary; Plan; (e) the Options do not constitute compensation of any kind for services rendered to the Company or to the Employer, and the Options are outside the scope of the Optionee's employment contract, if any; (f) the Options are Option grant is not part of normal or expected compensation or salary for any purpose, purposes, including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should shall be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (g) Corporation; (f) in the event that the Optionee is not an Employee, the grant employee of the Options Corporation or any Affiliate, the Option will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the Options will not be interpreted to form an employment contract with the Employer or any Affiliate; (h) Corporation; 10 (g) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) certainty and if the Optionee receives Shares upon exercise vests in the Option grant, exercises the Option in accordance with the terms of the Options, this Agreement and is issued Shares, the value of such those Shares may increase or decrease in value; (j) decrease; (h) neither the Corporation, nor any Affiliate of the Corporation shall be liable for any foreign exchange rate fluctuation between the local currency of the Optionee's country of residence and the U.S. dollar that may affect the value of the Option or of any amounts due to the Optionee pursuant to the settlement of the Option or the subsequent sale of any Shares acquired upon settlement of the Option; (i) in consideration of the grant of the Options, Option, no claim or entitlement to compensation or damages arises shall arise from termination of the Options Option or diminution in value of the Options Option or Shares received acquired upon vesting exercise of the Options Option resulting from termination of the Optionee's Service to employment or service by the Company Corporation or the Employer any Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee irrevocably releases the Company Corporation and the 0 2007 Stock Incentive Plan Option Award Agreement for U.S. Optionees Employer its Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing acceptance of the Option and this Agreement, the Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim. claim; (j) the Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding the Optionee's participation in the Plan, or the Optionee's purchase or sale of the underlying Shares; and (k) the Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan or the Option. View More
